The term “sells” seems straightforward. Interpretation of what constituted a sale turned out controversial, however, in the recent case of Project Freeway Inc. v. ABC Technologies Inc., 2025 ONSC 1048 (“Project Freeway”), which involved sale and leaseback (“SLB”) transactions. The case provides insight into how commercial purpose informs courts’ interpretation of contractual provisions. Nature of the Dispute The dispute in Project Freeway arose from a share purchase agreement (the “SPA”)…
Faith is a fine invention For gentlemen who see; But microscopes are prudent In an emergency -Emily Dickinson- With an aging population, it has become increasingly common for people to put continuing powers of attorney (POAs) in place to ensure their affairs are managed by trusted ones if they lose capacity before death. It’s a smart – and often necessary – step. But not without risk of abuse. What’s also…
Generally, the answer is no – especially when there’s a “time is of the essence” clause in the agreement of purchase and sale. Recently, Dan Chitiz and Michael Crampton of CP LLP successfully represented the defendant vendor in Gil Shcolyar v. Bensher Holdings Limited, 2025 ONSC 2205. The court dismissed the purchaser’s action to compel the vendor to sell its land after the purchaser failed to close the transaction. We…
A fiduciary duty is a legal obligation that requires individuals in positions of trust, such as trustees or lawyers, to place the interests of the person or entity they serve ahead of their own personal interests. The duty is fundamental to maintaining integrity within these relationships. In the corporate context, directors are expected to prioritize the interests of the corporation over their own personal gains. This means they must avoid…
Markets worldwide continue to feel the aftershocks of tariff policies initiated under the Trump administration. In these tumultuous times, the duties and professional responsibilities of financial advisors have come under heightened scrutiny. A refresher on the existing law in this area is warranted. Financial advisors cannot guarantee that financial success will result from their professional services. So how do long-standing principles from Canadian case law apply to professional liability of…
The recent Court of Appeal decision, Bank of Montreal v. Utility Engineers Corporation et al., 2025 ONCA 311 (“Utility Engineers”), serves as a good reminder that it is difficult, if not impossible, to escape a personal guarantee by claiming that you did not know what you were signing. In this case, the bank had provide a credit facility to a company that was secured by personal guarantees given by an…
For transportation and logistics companies looking forward to a gradual turnaround from the “freight recession” that marked 2024, the seemingly endless announcements of tariffs from the new U.S. administration is unsettling, if not an outright existential threat. Whether some, all, or none of the threatened tariffs come into force on April 2, 2025, the uncertainty will almost certainly have a negative impact on cross-border shipping. Reduced freight traffic and rising…
Consider: Amy owns a commercial property in the GTA that she decides to sell. She enters into an Agreement of Purchase and Sale (“APS”) to sell her property to Bob for $10m. Bob paid a $500,000 deposit. The completion date stated in the APS is May 1st, 2025. May 1st arrives, and Bob fails to tender the purchase price above the 500k deposit. Amy terminates the agreement. She re-lists and…
In claims involving corporations, “veil piercing” can be transformative. It refers to situations where the court ignores the separate legal identity of the corporation, arguably the central concept in corporate law, and holds the corporation’s shareholders or directors personally liable for the company’s actions. Two recent cases, BH Frontier Solutions Inc. v. 11054660 Canada Inc. (Canadian Choice Supply), 2024 ONCA 93 (“BH Frontier”) and Chu De Québec-Université Laval v. Tree…
I took the one less traveled by, And that has made all the difference. ― Robert Frost, The Road Not Taken “Private mortgages”, as opposed to “institutional mortgages”, are mortgage arrangements by lenders who are not a bank listed in Schedule I or II to the Bank Act, a registered loan or trust company or credit union, or a licensed insurer or pension fund. Such loans can be attractive to…
